MONTREAL, Feb. 12, 2016 /CNW Telbec/ - Imvescor Restaurant Group Inc. ("Imvescor" or the "Company") (TSX:IRG) today announced that following discussions with various shareholders of the Corporation, the board of directors of the Company (the "Board") has decided to increase the size of the Board and to support the election as director of Mr. David D. Sgro, who will be nominated at the annual and special meeting of shareholders to be held in Montreal, Québec on March 10, 2016 (the "Meeting").
Mr. Sgro, aged 39, currently resides in New Jersey, United States and has held various positions with Crescendo Partners since 2005, most recently being named Senior Managing Director in early 2015. As of the record date for the Meeting, Mr. Sgro did not beneficially own or control or direct, directly or indirectly, any common shares of the Company. Mr. Sgro received a B.S. in Finance from The College of New Jersey and an M.B.A. from Columbia Business School and is a Chartered Financial Analyst (CFA) Charterholder. He will be an independent director within the meaning of applicable securities laws and will be appointed to the Corporate Governance, Human Resources and Compensation Committee of the Board, which committee will be tasked with identifying an additional director candidate following the Meeting.
"Following the announcement that Arnaud Ajdler had asked not be re-elected as director for the upcoming year, we've received feedback from shareholders wishing to get more shareholder representation on the Board and we've listened to them" said Francois-Xavier Seigneur, Chair of the Board.
"On behalf of the shareholders who communicated their desire for better shareholder representation on the Board, we want to thank the Board for their collaboration. In addition, we want to underline the accomplishments of the Company and this Board over the last year, including the Restaurant Rejuvenation Plan, and we intend to support the Board and management team in continuing their efforts" said David D. Sgro.
In connection with the support to be provided by management for Mr. Sgro's election at the Meeting, the Company has reached an agreement (the "Agreement") with certain shareholders pursuant to which, among other things, such shareholders have agreed to support the election of the directors listed in the management information circular of the Company dated January 21, 2016 (the "Circular"). Mr. Frank Hennessey, the President and Chief Executive Officer of the Company or, failing him, Ms. Tania M. Clarke, the Chief Financial Officer of the Company, being the persons designated in the form of proxy and voting instruction form sent in connection with the Meeting, will use his or her discretionary authority to cast the votes represented by proxy appointing them at the Meeting for the election of Mr. Sgro to the Board.
Mr. Sgro was not included in the Circular nor in the form of proxy or in the voting instruction form sent by the Company in connection with the Meeting given that he was identified as a nominee subsequent to the sending of these materials. Shareholders wishing to vote with respect to the election of Mr. Sgro should carefully review the procedures described in the Circular available on SEDAR at www.sedar.com so that they are able to attend and vote at the Meeting in person (or have another person attend and vote at the Meeting in person on their behalf).
About Imvescor Restaurant Group Inc.
Imvescor Restaurant Group Inc. is a dynamic and innovative organisation in the family and casual dining restaurant industry. The Company is a franchise and licensing business that operates restaurants in Eastern Canada under four banners: Pizza Delight®, operating primarily in Atlantic Canada, in the family/mid-scale segment, Trattoria di Mikes® and Scores®, operating primarily in Québec in the family and casual dining segments and the take-out and delivery segments, and Bâton Rouge®, operating in Québec, Ontario and Nova Scotia in the casual dining segment. The Company also licenses to third parties the right to manufacture and sell prepared food products under the Pizza Delight®, Trattoria di Mikes®, Scores® and Bâton Rouge® brands and through its wholly-owned subsidiary, Groupe Commensal Inc. manufactures and sells vegetarian branded food products in grocery stores and retail outlets under the Commensal® brand.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of applicable securities laws, including but not limited to, IRG's business objectives, estimates, outlook, strategies and priorities and all other statements other than statements of historical facts. Forward-looking statements may include estimates, intentions, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements are often, but not always, identified by the use of words such as "may", "should", "would", "will", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential, "targeting", "intend", "could", "might", "continue", "outlook" or the negative of these terms or other comparable terminology. All such forward-looking statements are made pursuant to the "safe harbour" provisions of applicable securities laws.
Forward-looking statements involve known and unknown risks, uncertainties and other factors outside of IRG's control. A number of factors could cause the actual results of IRG to differ materially from the results discussed in the forward-looking statements, including, but not limited to: risks associated with quality control, food borne illnesses and health concerns, adverse changes to economic conditions, the Company's ability to retain certain key personnel, the Company's ability to respond to various competitive factors affecting its operations, franchise development and growth of the retail licensing opportunities, changes in consumer preferences, the Company's retail products dependence on the strength of the Company's restaurant brands, the protection of the Company's intellectual property, the success of the restaurant rejuvenation plan, the Company's dependence on royalty stream, the Company's reliance on suppliers and availability and quality of raw materials, changes in the Company's relationships with its franchisees, the Company's ability to open new restaurants, the closure of restaurants, the impact of an increase in Company-owned restaurants, the Company's ability to renew leases and limit lease exposure, the risks associated with negative publicity and its impact on the Company's reputation, compliance with regulations governing confidentiality of guest information, potential litigation and other complaints, compliance with government regulations, the Company's dependence on third parties, changes in laws concerning employees, changes in the Company's relationships with its employees, the Company's ability to ensure workplace safety, risks associated with franchise regulations, compliance with regulations governing alcoholic beverages, environmental risks and regulations, public safety issues, the Company's dependence on technology, risks of underreporting of sales by franchisees, inherent risks associated with internal control over financing reporting, the indebtedness of the Company and the restrictive covenants to which it is subject, the impact of sales tax upon System Sales, the risk associated with the Company's dividend policy, the impact of seasonality and other factors on quarterly operating results, the risk of uninsured losses, changes in commodity prices and other factors referenced in the Company's Annual Information Form and the Company's other continuous disclosure filings which are available on SEDAR at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect IRG but should, however, be considered carefully.
Further, although the forward-looking statements contained herein are based on information currently available to IRG's management and on the current assumptions, intentions, plans, expectations, estimates, opinions, forecasts, projections and other assumptions made by IRG's management in light of its experience and perception of historical trends, current conditions and expected future developments (such as IRG's future growth, results of operations, performance and opportunities as well as the future of the economic environment in which it operates), as well as other factors that IRG's management believes are appropriate and reasonable in the circumstances and on the date of this press release, there can be no assurance that such assumptions, intentions, plans, expectations, estimates, opinions, forecasts, projections and other assumptions will prove to be correct or that actual results will not differ materially from those anticipated in such forward-looking statements.
Forward-looking statements are provided herein for the purpose of giving information about IRG's current strategic priorities, expectations and plans, allowing investors and others to get a better understanding of IRGI's business outlook and operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes and should not place undue reliance on the forward-looking statements contained in this press release. IRG assumes no obligation to update or revise such forward-looking statements to reflect new information, future events or otherwise, except as required by applicable securities laws. Except as otherwise indicated, forward-looking statements do not reflect the potential impact of any nonrecurring or other special items or of any transactions that may be announced or that may occur after the date of this press release. The financial impact of these transactions and non-recurring and other special items can be complex and depends on the facts particular to each of them. IRG therefore cannot describe the expected impact in a meaningful way or in the same way it presents known risks affecting the business. IRG's forward-looking statements are expressly qualified in their entirety by this cautionary statement.
SOURCE Imvescor Restaurant Group Inc.
For further information: Investor Relations: firstname.lastname@example.org; Frank Hennessey, President and Chief Executive Officer; Tania M. Clarke, Chief Financial Officer; Media Relations: ACJ Communication - Daniel Granger 514.840.7990; Our Brands: Pizza Delight®: www.pizzadelight.com; Scores®: www.scores.ca; Trattoria di Mikes®: www.mikes.ca; Bâton Rouge®: www.batonrouge.ca